This is the statement from the president of Cox Media Group, known as one of the best owners of TV stations in the country.

Notice it gives a very tentative timetable of “six months to a year to complete.”

And this is the statement from the president/CEO of parent company Cox Enterprises.

It seems every letter of this type addresses uncertainty by encouraging employees to keep up the good work.

Cox Media Group owns TV stations, radio stations and newspapers. The parent company also owns Cox Communications, the largest private telecommunications company in the U.S., the nation’s third-largest cable company, advanced digital video, Internet, phone, and home security and automation services. Plus, there’s Cox Automotive, which helps dealers, manufacturers and car shoppers.

There’s no question Cox decided it would try to sell out because Sinclair Broadcast Group – arguably one of the dirtiest and definitely the largest company to own TV stations – seems to have unexpectedly lost its 14-month try for approval to merge with one of the most iconic as well as largest broadcasters, Tribune Media.

Everything had seemed set. The price of $3.9 billion had been agreed upon.

The Federal Communications Commission – with pro-business Republicans in the majority – even went out of its way to make it happen by reinstating rather than ending a rule!

It brought back the UHF discount in April 2017, less than a year after it was eliminated, paving the way for Sinclair and Tribune combined to meet national ownership limits. The merger was announced the next month.

The combined company was supposed to own control a whopping 233 TV stations and make a move into big cities like New York (WPIX), Los Angeles (KTLA), Chicago (WGN) and Philadelphia (WPHL). Sinclair stations would’ve reached 72 percent of U.S TV households.

Unfortunately for it, the limit was just 39 percent, so Sinclair decided to sell 23 stations – 14 of Tribune’s and nine of its own – to stay under the national TV ownership cap.

So what went wrong? A lot, even though it looked like nothing was going to stop the unfortunate merger.

Rupert Murdoch, Wikimedia Commons

Sunday, The Baltimore Sun named several things: Sinclair was already too big; it forced its owners’ conservative views on local news around the country; the company’s ego grew, “assuming it would get its way;” and even behind-the-scenes influence from rival Fox Broadcasting owner Rupert Murdoch.

What finally did the deal in was,

Ajit Pai (Wikipedia)

“FCC Chairman Ajit Pai, an appointee of President Donald J. Trump who has been viewed as friendly to Sinclair and such a merger, raised ‘serious concerns’ (last) Monday about whether the deal would serve the public interest.”

It’s nice to see the public interest mentioned. Doesn’t happen nearly as often as it should!

Stay with me because if you haven’t realized, there are many aspects to this story. Let’s recap, as more and more information was revealed, to see where we are tonight.

“allegedly airing news programming that was paid for by a sponsor. … The two Democrats on the five-member FCC pretty much called the Sinclair fine peanuts because Sinclair aired the sponsored content 1,723 times on 77 stations, has had trouble with the FCC before and grossed $2.7 billion in revenue last year. The fine could’ve been $82 million. … I think Sinclair should consider itself lucky. Very lucky.”

By then, it had already bought Bonten Media Group’s stations including WCYB in the Tri-Cities of TN/VA, where I’d been digital media manager.

I wrote,

“Click here and see how the WCYB website’s look seemed to change overnight. It’s like everything is becoming the same and there’s no need nor room for creativity.”

Also,

“Sinclair requires conservative commentaries sent from its Maryland headquarters to air during its stations’ local newscasts. That causes viewers to think the biased people they see every night, tossed to by their local anchors, are local as well.”

Bottom line: I admitted “with more competition, a broadcast license is no longer a license to print money as it used to be. But the airwaves belong to the public. TV stations have special responsibilities.” Yet rules were being loosened and I referred to that as, “You give them an inch and they ask for a foot!”

I called my Feb. 22 post “Got cable, satellite? You’ll foot the bill for Fox’s Thursday Night Football” and showed how Fox’s enormous bid of $3.3 billion for the rights for five years

“is going to trickle down to you and me.”

I traced the skyrocketing cost of sports TV rights over the decades but explained overpaying isn’t always bad because,

“These days, Fox doesn’t have much of a regular Thursday night lineup. The NFL would draw viewers.”

Then, naturally,

“That means Fox stations can expect a call from the network demanding more money for providing better programming – especially in cities with NFL teams – and that may not be so bad, considering what Fox airs on Thursday nights these days? (Do you know?) … And where will these stations get that extra money? Sure, selling ads for higher prices, but also demanding to charge your cable or satellite company more when its contract is up — Fox will insist they do — and that will raise your bill.”

That was part of Fox’s plan to air as many live events as possible and buy more stations. Which brought up Sinclair.

I did note Philadelphia-based Comcast/NBC had “offered substantially more” for Fox at that point.

Also,

“Media watchdog groups have long criticized Sinclair for using shared-services agreements to control stations without owning them, which they see as a loophole around the FCC’s ownership rules.”

Plus,

“People strongly opposed to the mega-deal argue it would reduce the number of voices in media and diminish coverage of local news.”

And,

“The (New York) Times learned from New Jersey Rep. Frank Pallone and two congressional aides, ‘The top internal watchdog for the F.C.C. opened an investigation into whether Mr. Pai and his aides had improperly pushed for the rule changes and whether they had timed them to benefit Sinclair.’”

“When any number of companies outside the broadcast sector can reach the entire country with the same programming, the national cap becomes a fiction that limits, and applies only to, broadcasters.”

I disagreed, saying,

“Those other companies — cable, satellite and the internet — don’t use our public airwaves and broadcasters do, so the rules should be different.”

Also at that point, the plan was

“for Tribune’s WPIX-New York (CW) and WGN Chicago (independent) to be sold, but still operated by Sinclair, which wants its stations to be seen all over the country and is how it has operated around the rules for years.

“Really gone will be Tribune’s Fox affiliate KSWB-San Diego. Expected to be gone are Tribune’s Fox affiliates in Seattle (KCPQ), Denver (KDVR, which Fox once owned), Salt Lake City (KSTU, which Fox once owned), Sacramento (KTXL) and Cleveland (WJW, which Fox once owned). Let this show Fox owned but sold three of those five stations, which shows a lack of commitment to those communities.

“Plus, there’s Tribune’s CW Miami-Fort Lauderdale affiliate (WSFL-Channel 39). Imagine the Fox network buying Miami’s WSFL. I’m sure Fox affiliate WSVN’s owner Ed Ansin would have something to say about that.He has more experience than anyone in that situation because NBC did it to him twice: in Miami in 1989 and Boston in 2017.”

“WSVN without Fox? It’s possible if….” ran through many examples from over the years of networks dumping their affiliates in certain cities because they wanted a station of their own. It was because of “the possibility WSVN-Channel 7 in Miami-Fort Lauderdale may lose its Fox affiliation” if Fox buys the competing CW affiliate, which was one of the stations that was going to be spun off from the Sinclair-Tribune deal. Fox hadn’t owned too many stations compared to other groups.

“What would happen to programming on both stations?” and “Would (Fox) give up WSVN’s good ratings and help from its large news department, just to have a station of its own?”

But in 1989, NBC bought CBS affiliate WTVJ when Ansin wouldn’t sell. CBS bought independent (Fox still just airing on a couple of nights) WCIX with a small news department and signal 30 miles south of all the other stations.

In San Francisco, NBC demanded longtime affiliate KRON for a very low price, when the owners decided to sell. When KRON was sold elsewhere, NBC pulled its affiliation and moved former ABC affiliate KNTV up from San Jose.

In Boston, NBC wanted affiliate WHDH – owned by Ansin – for a very low price. Once again, he refused so NBC dropped WHDH and started a new station using New England Cable News; bumped the Telemundo signal on WNEU-Channel 60 in New Hampshire, which it owned, to a sub-channel, and put NBC on the main channel; bought WBTS-LD (low-powered) Channel 8; and leased a sub-channel of WMFP (virtual channel 60.5) in Lawrence, Mass. Then, after a year, it decided the station should be called NBC 10!

In Raleigh/Durham, NBC dumped its weak affiliate and affiliated with a new station that was owned by a company that owned successful NBC affiliates, but it had to start up a news department from scratch.

In Charlotte, Fox dumped one of its strongest affiliates that had a news department just to affiliate with the former UPN station, and start up a brand new news department, so it could carry Carolina Panthers football games.

You could say viewers in lots of the country got confused and there are no more partnerships, since companies will do whatever it takes to make more money.

Looking ahead, had the Sinclair-Tribune deal gone through, some CW affiliates owned by Tribune probably would’ve lost their affiliations to CBS-owned stations.

And separately, there was the channel 4-channel 6 swap in Miami.

I noted in the Miami market,

“Putting WSFL on the block goes against Sinclair trying to buy up stations in every city around the country – or just make a deal with the owners to operate them, to get around the rules. That’s because neither Sinclair nor Tribune have any other stations in Miami.”

And don’t forget Miami has the Dolphins NFL team.

I ended by showing,

“There are also examples where networks own stations but don’t put their own programs on those stations, because affiliating with competing stations makes more sense.”

“announced it would sell several stations to stay under a new cap, but the deals it reached would let it continue to control the New York and Chicago stations it sells, so those big cities won’t count. (Is there ANYBODY who thinks that’s OK?)”

“Sinclair (was supposed to) sell WPIX-New York for a measly $15 million to Cunningham Broadcasting. More than 90 percent of that company’s stock is controlled by trusts owned by the estate of Carolyn Smith, the late wife of Sinclair founder Julian Smith and mother of Sinclair chairman David Smith. So the Smith children own it. Talk about a shell corporation! Cunningham owns 20 stations but at least 14 of them are run by Sinclair!

“And it (was supposed to) sell WGN-TV Chicago for just $60 million to Steven B. Fader, chairman of Baltimore-based Atlantic Capital Group and business partner of David Smith in Atlantic Automotive Corp.

“Those stations are each worth hundreds of millions of dollars, maybe a half-billion.”

“Sinclair would not only continue to operate the stations and receive the lion’s share of their revenue, but the sale agreement with both buyers gives Sinclair an option to buy the stations back within eight years. That’s seen as a marker for the company to bide its time in the hopes that the FCC relaxes its station ownership restrictions in the near future.”

TVNewsCheck‘s editor Harry Jessell reported he spoke to Ansin who said Fox hasn’t mentioned anything about “moving into the market and no expression of interest in WSVN.”

I mentioned several other cities where the networks got rid of affiliates they didn’t want. Some cases were nicer than others.

On a national level, Disney’s bid beat Comcast’s for Fox in the U.S., but it wasn’t over.

In Europe, Comcast outbid Fox to buy the 61 percent of Sky PLC Fox didn’t already own. Fox is still trying to consolidate ownership of the powerful British pay-TV company in order to turn it around and sell Sky to Disney.

“getting rid of the cap would threaten diversity, competition, and localism, and cites Sinclair Broadcasting, whose Tribune deal would benefit from lifting or eliminating the limit, pointing out that it distributes news stories that must run in its newscasts.”

The attorneys general included the ones from Illinois (home to Tribune) and Maryland (home to Sinclair), who opposed the takeover because

“the combination would decrease consumer choices and diversity in the media marketplace.”

According to The Sun, Sinclair claimed

“the merger would allow the new company to better serve local viewers with expanded local coverage, better facilities and more programming, delivered in part by operational efficiencies.”

“The sharing of biased and false news has become all too common on social media. More alarming, national media outlets are publishing these same fake stories without checking facts first. Unfortunately, some members of the national media are using their platforms to push their own personal bias and agenda to control ‘exactly what people think’ … This is extremely dangerous to our democracy.

“We understand Truth is neither politically ‘left or right.’ Our commitment to factual reporting is the foundation of our credibility, now more than ever.”

“Promo messages, like the one you are referring to, are very common in our industry. … “This promo addresses the troubling trend of false stories on social media [Livingston’s emphasis], and distinguishes our trusted local stations as news destinations where we are committed to honest and accurate reporting. This promo reminds our viewers of this mission.”

CNN also went into great detail about how the promos were supposed to “look and sound.”

“Talent should dress in jewel tones — however they should not look political in their dress or attire. … Avoid total red, blue and purples dresses and suits. Avoid totally red, blue and purple ties, the goal is to look apolitical, neutral, nonpartisan yet professional. Black or charcoal suits for men…females should wear yellow, gold, magenta, cyan, but avoid red, blue or purple.”

“At the end of the promo, viewers are encouraged to send in feedback ‘if you believe our coverage is unfair’ and ‘Corporate will monitor the comments and send replies to your audience on your behalf,’ so ‘In other words, local stations are cut out of the interactions with viewers. Management will handle it instead.’”

I gave my opinion on the whole propaganda problem:

“TV stations should be run by their general managers who live in and are part of the community. And this is exactly the opposite. … It shouldn’t matter much whether GMs come from the sales side or the news side, as long as they’re serving the public interest. There should be hardly any interference from a major corporation’s headquarters.”

I reminded readers, “Sinclair ordered all of its ABC stations not to air April 30, 2004’s episode of Nightline in which Ted Koppel read the names of the more than U.S. troops killed in action in the Iraq war,” how Sinclair said the Nightline program

“appears to be motivated by a political agenda designed to undermine the efforts of the United States in Iraq. … Mr. Koppel and Nightline are hiding behind this so-called tribute in an effort to highlight only one aspect of the war effort and in doing so to influence public opinion against the military action in Iraq,”

and how the company’s lawyer Faber confirmed his company told its ABC affiliates not to air the program because,

“We find it to be contrary to public interest.”

Vietnam veteran and prisoner of war, Sen. John McCain (R-Arizona) disagreed. He wrote in a letter to David Smith:

“Your decision to deny your viewers an opportunity to be reminded of war’s terrible costs, in all their heartbreaking detail, is a gross disservice to the public, and to the men and women of the United States Armed Forces. … It is, in short, sir, unpatriotic. I hope it meets with the public opprobrium it most certainly deserves.”

Regardless of politics, whose opinion on “public interest” would you support, John McCain’s or David Smith’s?

Of course, Sinclair stations not airing the program with the rest of the country got many complaints.

So much for localism!

Speaking of David Smith, I had to mention The Baltimore Sun reporting he was arrested “and charged with committing a perverted sex act in a company-owned Mercedes” in August, 1996. It happened “in an undercover sting at Read and St. Paul streets, a downtown corner frequented by prostitutes.” Smith and Mary DiPaulo “were charged with committing unnatural and perverted sex act.” Police said “they witnessed the two engage in oral sex while Smith drove north” on Baltimore’s Jones Falls Expressway. Neither Sinclair nor its local flagship station WBFF-45 would comment. People in the media have lost jobs over less.

Is this someone who deserves a public broadcast license?

But back to politics. CNN also reported,

“According to campaign finance records, four of Sinclair’s top executives each have given the maximum campaign contribution of $2,000 to the Bush-Cheney re-election campaign. The executives have not given any donations to the campaign of Sen. John Kerry, the presumptive Democratic nominee, the records showed.”

“Most notoriously, the company ordered its stations to air a documentary critical of Democratic presidential candidate John Kerry right before the 2004 election. … After an uproar, the stations ended up airing just a few minutes of the documentary, Stolen Honor: Wounds That Never Heal, as well as excerpts from a pro-Kerry documentary and interviews with veterans.”

The article continued,

Official White House Photo

“In 2010, several Sinclair stations aired an infomercial about President Obama intended to sway voters in midterm elections. The 25-minute piece, funded by a Republican political-action group, said Obama “displays tendencies some would call socialist” and claimed the president had accepted campaign donations from Middle Eastern terrorist organizations.

“In 2012, on the Monday before the election, viewers in some swing states found their nightly news or other programs replaced on Sinclair channels by an ‘election special’ produced by Sinclair that was biased against Democrats.”

Therefore, I wrote,

“It appears Sinclair’s owners are far right-wingers using their assets (and our airwaves) to get what they want politically. That’s not the public interest.”

Neither is Sinclair being the king of the “must-runs,” which The New York Times reported in May arrive every day at its TV stations. The paper defined them as

“short video segments that are centrally produced by the company. Station managers around the country are directed to work them into the broadcast over a period of 24 or 48 hours.”

Again, so much for local control over content! The Times gave these examples:

“Since November 2015, Sinclair has ordered its stations to run a daily segment from a ‘Terrorism Alert Desk’ with updates on terrorism-related news around the world. During the election campaign last year, it sent out a package that suggested in part that voters should not support Hillary Clinton because the Democratic Party was historically pro-slavery. More recently, Sinclair asked stations to run a short segment in which Scott Livingston, the company’s vice president for news, accused the national news media of publishing ‘fake news stories.’”

And it described a Seattle station the company bought less than five years earlier,

“Eight current and former KOMO employees described a newsroom where some have chafed at Sinclair’s programming directives, especially the must-runs, which they view as too politically tilted and occasionally of poor quality. They also cited features like a daily poll, which they believe sometimes asks leading questions.

“The journalists at KOMO described small acts of rebellion, like airing the segments at times of low viewership or immediately before or after commercial breaks so they blend in with paid spots. They all spoke on condition of anonymity, citing fear of reprisal from the company.

“Those interviewed said that being on the other side of the country from the corporate headquarters outside Baltimore gave them some breathing room. But not always.

“In late 2013, for instance, after The Seattle Times wrote an editorial criticizing Sinclair’s purchase of KOMO, Sinclair ordered KOMO to do a story critical of the newspaper industry, and of The Seattle Times in particular, according to two of the people interviewed.

“KOMO journalists were surprised in January when, at a morning planning meeting, they received what they considered an unusual request. The station’s news director, who normally avoided overtly political stories, instructed his staff to look into an online ad that seemed to be recruiting paid protesters for President Trump’s inauguration. Right-leaning media organizations had seized on the ad, which was later revealed as a hoax, as proof of coordinated efforts by the left to subvert Mr. Trump.

“Only after reporters had left the room did they learn the origin of the assignment, two of them said: The order had come down from Sinclair.”

Livingston, the company’s vice president for news, told The Times,

“We work very hard to be objective and fair and be in the middle. … I think maybe some other news organizations may be to the left of center, and we work very hard to be in the center.”

I interpreted that to mean Sinclair works very hard to be to the right of other news organizations.

At least the Seattle station, an ABC affiliate, carries news.

Sinclair owns a Fox affiliate in Pittsburgh, WPGH-Channel 53. It used to produce its own newscast but no longer does. Instead, it runs a newscast produced by a competitor. That’s one less local television voice.

Sinclair pretty much closed up shop in Toledo, Ohio. Its NBC affiliate there has a few people left in news but production is done out of its CBS/Fox stations in South Bend, Indiana. That includes its anchors and weather people. Who knows if they’ve ever been to Toledo, know anything about it, its history, what’s popular there, etc.? The weather person is supposed to know the nuances and micro-climates of that area. Sinclair has shown none of that matters.

Mark Hyman

Sinclair had its former Vice President for Corporate Relations Mark Hyman give “must air” right-wing commentaries for years and then hired former Trump campaign spokesman and advisor Boris Epshteyn as its chief political analyst, a month after he left the White House.

Sinclair does not offer commentaries from the other side, but tells you the news programming their network-affiliated stations air is left-wing liberalism.

Plus, don’t forget President Trump’s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts.

“Sinclair’s top lobbyist, a former F.C.C. official, also communicated frequently with former agency colleagues and pushed for the relaxation of media ownership rules. And language the lobbyist used about loosening rules has tracked closely to analysis and language used by Mr. Pai in speeches favoring such changes.”

Then I scrutinized prices for Tribune stations Sinclair was buying versus past station sales and wrote,

“I think the FCC should insist Sinclair itemize every TV station it plans to buy from Tribune, tell everyone how much it values each and how it adds up to $3.9 billion.”

Back on March 23, we thought we’d learned the fates of seven more TV stations that would’ve had to be divested.

They were to go to political commentator, entrepreneur, author of a nationally syndicated conservative newspaper column, and host of the daily radio show and the nationally syndicated TV program, The Armstrong Williams Show. Williams is also the largest African-American owner of television stations in the U.S.

Williams had been in business with Sinclair – a corporation with overtly and pushy conservative leanings – before, but this time looked different.

The backstory is that Williams helped Sinclair buy Barrington Broadcasting. He got NBC affiliate WEYI-TV in Flint-Saginaw-Bay City, Mich., and CW affiliate WWMB in Myrtle Beach-Florence, S.C., BUT according to Wikipedia,

“Both stations remain operated by Sinclair under a local marketing agreement, which resulted in allegations that the company was simply acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules. Williams defended the allegations, noting that he had full control over their programming, and received the majority of their revenue.”

He did buy five other stations, three from Sinclair.

No price was announced in this deal.

Funny thing is, according to White House Press Secretary Sarah Sanders, President Trump attacked AT&T’s $85.4 billion bid for Time Warner. However, he even spoke to Fox owner Rupert Murdoch in December and congratulated him on his Disney deal!

Maybe that’s because Fox owns Fox News Channel, which Trump likes, and Time-Warner owns CNN, which the president does not like.

Don’t forget Comcast had originally even offered more than Disney for all those Fox assets but was rejected! That may have been a good thing, since a federal judge let AT&T get Time Warner but the government is appealing. A Fox-Comcast deal would’ve been similar, with a content creator and a content provider.

Then I went over the FCC’s broadcast ownership limits and the reason a combined Sinclair-Tribune could not have simply kept the two highest-rated stations in a big city, or more than one in a smaller city.

“a series of Form 314 filings have been made with the FCC indicating the divestiture of up to 23 broadcast television properties by Sinclair.”

The stations – from both Sinclair and Tribune – were put in the trust “for the purpose of removing them from the licensee” – in other words, to be sold off.

According to RBR+TVBR, Sinclair noted stations were placed in the divestiture trust

“in order to retain flexibility, based on the outcome of Sinclair’s request to own two top-four stations in this market, to determine which station, if any, will be placed in the Trust.”

That’s because FCC rules would not have let the proposed controversial combination simply decide to hold onto the two highest-rated stations in a city.

I really wrote a lot because on March 30, I discussed how unionizing could’ve helped those news anchors at Sinclair-run stations who didn’t want to look into a camera and read that corporate promotional nonsense during newscasts. I think a union would’ve helped the journalists keep the business people in their place, which is out of the newsroom.

“The claim of balanced reporting is undermined by must-run segments like the one about the ‘Deep State’ that ran during KOMO’s 6pm newscast last week. In the March 21 segment, former Trump adviser Sebastian Gorka parroted a Trump talking point regarding the existence of a ‘Deep State’ attempting to undermine the U.S. government.

“That segment was produced by Sinclair’s Kristine Frazao, who before coming to Sinclair was a reporter and anchor for the Russian-government funded news network RT, described as ‘the Kremlin’s propaganda outlet’ by the Columbia Journalism Review.

“Sinclair also requires stations to run segments from Boris Epshteyn, a Russian-born former Trump adviser who now serves as Sinclair’s chief political analyst. Epshteyn recently produced stories with titles like, ‘Pres. Trump deserves cabinet and staff who support his agenda, yield successes’ and ‘Cable news channels are giving way too much coverage to Stormy Daniels.’”

I ended with New York magazine publishing a piece titled “Local news is turning into Trump TV, even though viewers don’t want it” describing — without repeating what’s above — how

“Trump’s handpicked FCC chair, Ajit Pai, spent much of last year dismantling regulatory obstacles to media consolidation — including two rules that stood in the way of Sinclair’s desired merger with Tribune Media.”

Then it presumed “Sinclair has repaid this favor with interest” and asked “Why has Sinclair’s programming become more right-wing, even as it has expanded into more left-leaning media markets?”

According to Bloomberg, the day before, the statement takes “aim at the integrity of other U.S. media outlets.”

That left many – myself included – wondering why some of the company’s journalists with credibility didn’t just quit doing what they’re told, despite the fact they hate everything about it, personally and professionally? Wouldn’t you have more respect for someone who uses their conscience and just says no, regardless of the consequences?

Bloomberg reported,

“The short answer is the cost may be too steep. According to copies of two employment contracts reviewed by Bloomberg, some Sinclair employees were subject to a liquidated damages clause for leaving before the term of their agreement was up: one that requires they pay as much as 40 percent of their annual compensation to the company.”

Can you imagine?

And that right to enforce the liquidated damages clause isn’t just a scare tactic. I gave an example and later learned, a Sinclair assistant news director who left for a job in another city less than two months before her contract ended had to pay too much to leave.

With Sinclair, some employees who never appeared on television were still required to sign such contracts.

Want to fight? Then there’s forced arbitration which means no sympathetic jury for the employee.

No reasonable person can feel anything but resentment if they know how the company operates.

Despite what you read, President Trump tweeted twice he’s a fan of Sinclair.

So funny to watch Fake News Networks, among the most dishonest groups of people I have ever dealt with, criticize Sinclair Broadcasting for being biased. Sinclair is far superior to CNN and even more Fake NBC, which is a total joke.

The Fake News Networks, those that knowingly have a sick and biased AGENDA, are worried about the competition and quality of Sinclair Broadcast. The “Fakers” at CNN, NBC, ABC & CBS have done so much dishonest reporting that they should only be allowed to get awards for fiction!

Actually, this isn't funny at all. None of it. When media giants gobble up local news stations, there are repercussions. And since you brought it up first this morning, will your admin green light the Tribune buyout? https://t.co/9Udm54LLOx

Another Sinclair station, WMSN in Madison, Wisc., was dealing with record snowfall (even for them!) and an important state Supreme Court election. Sounds a lot more local, important and even life-saving than the bullshit Sinclair demanded.

In response to the Sinclair message aired: "WMSN/FOX47 Madison did not air the Sinclair promotional announcement during our 9pm news this weekend. Rather, we stayed true to our commitment to provide our Madison area viewers local news, weather and sports of interest to them." pic.twitter.com/9rcpliT7tD

“Some employees have spoken out about their frustration at having to parrot the conservative politics of their employer,” but also, “Others say they’d like to do more, but they’re wary due to what they say is Sinclair’s policy and practice of closely monitoring its employees.”

Also, “There’s a lot held over us,” a journalist at a Sinclair affiliate told HuffPost on the condition of anonymity. “They pay attention to what websites we’re on.”

Plus,

“Sinclair employees say their parent company often pays especially close attention to its affiliates’ editorial activities, meddling in how they present their stories and graphics, and sometimes going so far as to delete offensive comments on an affiliate’s online articles before that station’s own web editors have a chance to do so.”

So a huge THANK YOU to everyone who has done their part to fight for what’s right. I hope they all still have their jobs, or moved on to something better. Unfortunately, I don’t think that was the case in Portland, Ore.

“many TV local news stations are focusing more on national politics and have taken a rightward slant over the past year. And that move is stemming from ownership of the stations, not the demands of a local audience.”

The researchers examined 7.5 million transcript segments from 743 local news stations and saw huge differences between other stations, and outlets owned by Sinclair.

“The authors found Sinclair stations, on average, carried about a third less local politics coverage and a quarter more national politics … (including) commentaries the stations are forced to run by former Trump official Boris Epshteyn.”

“a call from an Ohio broadcaster who said his plans for a Saturday morning news program were ‘derailed’ by the need to make way for children’s programming.”

I don’t know which station but will go to go out on a limb and say the news program would be much cheaper using a set already in the studio and an announcer already on staff. And where was the required children’s programming anyway? That’s just my two cents.

Also from Jessell:

“Pai also patted himself on the back for helping broadcasters secure an additional $1 billion from Congress to insure that they will be fully reimbursed for moving to new channels in the wake of the FCC incentive auction.”

So much for helping the poor and the children! Ain’t government great?!

On May 4, I published the massive “Media mega-merger may be moving closer, impacting Miami” because we learned the biggest news for a local TV market if Sinclair and Tribune would’ve merged would’ve been Miami/Fort Lauderdale (of course!).

A number of stations would have to be sold and I’d already explained TV ownership limits, with four rules in play: 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned “media voices” – 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the “designated market area” or city, and ranking based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination.

“The Smith family, which includes brothers David, Robert, Frederick, J. Duncan and a flurry of family trusts, is worth a combined $1.2 billion, Forbes estimates, based on the family members’ ownership of stock in publicly traded Sinclair Broadcasting, share sales over the past 15 years, dividends and some private assets,” it read.

“Revenues have increased 281% over the last decade to $2.7 billion in 2017, while Sinclair’s share price has increased 367% over the same period, pushing its market capitalization up to a recent $3 billion. All of this growth has occurred under the control and oversight of David Smith, 67, the chairman and former CEO of the company, as well as the son of the company’s founder Julian Sinclair Smith,” it continued.

Forbes quoted Daniel Kurnos, an analyst at Benchmark Capital, as saying, “Sinclair plays some of the hardest ball of anyone,” from acquiring stations to negotiating advertisement pricing and retransmission fees, which are some of the highest in the business.

Under David Smith, who wouldn’t comment for the article, Sinclair went from three cities – Baltimore, Pittsburgh and Columbus – to what it is now.

“To ‘purely make money’ in a scale-oriented business, David bought up as many broadcast stations as possible. First he concentrated on secondary markets, like Memphis, St. Louis and San Antonio, where operation costs were cheaper than in places like New York or Chicago.

“I believed that certain things were going to happen in the television industry, the most important being consolidation,” David told Forbes in 1996.

So much for public service!

Then came the controversial Cunningham, arguably rigging the system.

“In the 1990s, the company pioneered a technique to circumvent an FCC rule limiting ownership of more than one TV station per metro area. David’s mother, Carolyn Smith, started another business, Cunningham Broadcasting. Following Carolyn’s death in 2012, most of the ownership of Cunningham Broadcasting shifted to a family trust, which is included in the overall Smith family valuation.”

“The Rainbow/PUSH Coalition is raising questions at the FCC about whether Sinclair Broadcasting is exercising control over a minority-headed TV group with which it has struck a series of local marketing agreements (LMAs).

“In a July 1 filing at the FCC, Rainbow/PUSH said it plans to study whether the LMA deal between Sinclair’s KABB(TV) San Antonio and Glencairn’s KRRT(TV) Kerrville, Tex., violates the commission’s prohibition against common ownership of two local stations. (The rules were more strict then.)

“‘Rainbow/PUSH has not had an opportunity to fully research this matter, and thus preserves here the question of whether Glencaim is the alter ego of Sinclair,’ the group told the FCC.”

So we know Cunningham, set to buy Tribune stations in Dallas and Houston, appears to be a shell company, and we can make bets who will operate and control it if the Sinclair-Tribune deal ever comes to fruition.

“If Sinclair ever got out of line, Fox could threaten to yank its affiliation from Sinclair’s flagship station WBFF Baltimore and move it to WUTB.

“But last May, Fox relinquished that leverage when it extended its affiliation with WBFF and 18 other Sinclair stations for five years starting Jan. 1, 2013, and granted Sinclair an option to buy WUTB.

“Sinclair is now exercising that option by assigning it to a third party, Deerfield LLC.

“According to an FCC filing seeking approval of the deal, Deerfield is buying WUTB and allowing Sinclair to run the MNT affiliate through joint sales and shared services agreements.

“The deal gives Sinclair a virtual triopoly in Baltimore where it also operates CW affiliate WNUV, which is owned by Cunningham Broadcasting, Sinclair’s longtime duopoly partner that is controlled by trusts for the children of Sinclair’s controlling shareholders.”

“to buy six television stations from Newport Television LLC for $412.5 million and agreed to buy Bay Television Inc. for $40 million. … Sinclair also agreed to sell the license assets of its San Antonio station KMYS and its WSTR station in Cincinnati to Deerfield Media Inc. Sinclair will also assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which Sinclair will provide sales and other non-programming services to each of these four stations under shared services and joint sales agreements.”

“It said it would spin off its CW affiliate in San Antonio (KMYS) and its MNT affiliate in Cincinnati (WSTR) to Deerfield Media Inc., presumably to comply with the FCC ownership limits. In the deal, Deerfield also picks up an option to buy two of the stations it is acquiring from Newport, WPMI-WJTC Mobile, Ala.-Pensacola, Fla.

“Sinclair said it intends to ‘provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.’

“In yet another deal, Sinclair said it is buying WTTA Tampa-St. Petersburg from Bay Television Inc. for $40 million. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement.”

So for those of you in Baltimore, do you need to reach the newsroom, are you looking for a job (Would they hire me for my investigative work?), or interested in inspecting the FCC public file of any of the three stations? All the information is the same, from address to phone numbers, and we already established three stations in one city are not allowed!

Why was the FCC the last to find out? Or did it know and ignore the facts for political reasons?

“The FCC, backed by the Obama administration Justice Department, argues that broadcasters have used the shared-service, or “sidecar,” arrangements to circumvent long-standing rules against owning multiple television stations in a single market, allowing them to raise ad prices and weaken market competition.”

It seemed every article in HSH’s News section mentioned Sinclair or those joint sales agreements designed to get by without abiding by the FCC’s ownership rules!

In other words, he was a great partner for Sinclair since he’s a minority (but without the views of most other minorities) and they’re both making money by using each other!

But I found it eventually gets somewhat better.

Wikipedia said Williams helped Sinclair buy Barrington Broadcasting in late 2013, so he got stations in Flint, MI, and Myrtle Beach, SC, but they remain operated by Sinclair. They’re actually his only stations run by Sinclair and remember, at the time, his company was accused of “acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules.”

But that was then.

A year later, he actually, really bought three stations from Sinclair: one in Charleston and two in Alabama. So they’ve been in business several times, and it may not be over.

That means as of now, Howard Stirk Holdings owns seven stations. Two are in the same Anniston-Tuscaloosa-Birmingham, Ala., market, and Williams’ first two are still run by Sinclair. Now, after other purchases, he’s expecting to buy three more if the Sinclair-Tribune merger happens.

Then there’s Standard Media Group. I hadn’t heard of them either. Its website says Standard General was founded in 2007 and is pretty much an investment adviser, but getting into the broadcasting business. I was skeptical since investment firms are more likely to sell than others with broadcasting in their blood, especially ones who invest in their communities.

However, I learned it’s owned by Soohyung Kim, who started Standard Media to buy nine of the 23 stations. He was a hedge fund manager involved with Media General, Young Broadcasting and LIN before Media General bought them, and Nexstar bought Media General. He owns no TV stations now, and he’s bringing his winning team from years ago with him.

Standard said if the deal goes through, it’ll fulfill its “goal of swiftly building a substantial broadcast television group with a strong and diverse voice” that includes four state capitals.

Sinclair already owns KDNL (ABC) and would also own Tribune’s KTVI (FOX). Great for owners’ synergies. Bad for the number of independent voices in such a big city. Which do you care more about?

We mentioned New York and Chicago, and those plans have changed.

Politico reported on a potential Sinclair news channel, even though Sinclair execs gave denied it. The channel may be just a few hours in the evening to challenge Fox News for conservative viewers. Fox News is carried in more than 90 million homes, compared to 80 million for WGN America which Sinclair would own if regulators approve, and 55 million for the Tennis Channel which Sinclair already owns. It would be based in Washington, DC, where the company already owns local station WJLA-7 and produces some of its national content.

Fox wasn’t on the list of buyers while negotiations were taking place.

Jessell of TVNewsCheck was more direct, saying all Sinclair

“has to do now is wrap up its negotiations with Fox. I don’t know what’s delaying that deal, except that neither Fox nor Sinclair is famous for making concessions. Once Sinclair does that, it can finalize its application and the FCC can complete it long-stalled review.”

That’s where I wrote,

“Those greedy bastards are going to end up screwing everything up for themselves (which I’d love to see happen), and you’ve only read about half of the plans, so far!”

Fox wanted stations in football cities so badly, it got its hands on Cox’s KTVU in San Francisco (with an NFC team, the 49ers, and the AFC Oakland Raiders across the bay will now be moving to Las Vegas in 2020) and gave Cox its own stations in Boston (the New England Patriots are AFC) and Memphis (no NFL team).

Football teams have moved, but the cities Fox wants are Seattle (especially because it’s NFC), and Cleveland, Denver and Miami (because they have AFC teams). San Diego and St. Louis no longer have teams, so Fox isn’t interested in Tribune’s Fox affiliates in those cities.

Seattle, Cleveland and Denver should be easy. The stations are already Fox affiliates so prime-time programming and the amount of news shouldn’t change. And Fox has leverage because it can threaten to take away its affiliation from those stations, lowering their value, if they’re sold to another company.

Miami is a different story. Fox has a very good affiliate, WSVN-7, owned by Ed Ansin’s Sunbeam Television. The ratings are great, the Miami Dolphins play there, and as an AFC team, they show up on Fox on a few Sundays and may also now be seen on Fox on Thursdays.

But the station that’s available is Tribune’s WSFL-39, a CW affiliate without a news department despite a few morning attempts. Should Fox dump WSVN and start from scratch with WSFL? Would it be worth the effort?

“Sinclair is telling the FCC that its coverage after spinoffs from its merger with Tribune will be just 58.7%. But that’s for regulatory purposes. (In other words, with the revived UHF discount that only counts channels 14 and up as half the audience of the market.) In the real world, where it matters, Sinclair’s national reach will be 66.3% — a full two-thirds of TV homes.”

But he said Sinclair is telling the FCC

“the coverage of the group will be just 58.7% and, with the UHF discount, below the statutory 39% cap. But those percentages are for regulatory consumption, not the real world.”

So there’s a 7.6-point disparity, the difference between 58.7% and 66.3%. How’d that happen? And don’t forget about the part,

“with the UHF discount, below the statutory 39% cap.”

Jessell explained Sinclair

“is claiming 58% because it is not counting stations in three big markets — WGN Chicago, KDAF Dallas, KIAH Houston — that it is spinning off to closely affiliated companies. Without those markets and the discount in effect, Sinclair’s reach will be just 37.39%, safely below the 39% cap.”

Plus, with Dallas and Houston (but not Chicago),

“Sinclair has put additional distance between itself and Cunningham” but will “have an option to buy the stations should the FCC ever ease the rules to allow it.”

So this is Jessell’s bottom line:

“So, again, for regulatory purposes, Sinclair’s reach will be 58.7% without the discount and 37.39% with it.

“But I don’t think that is reality. Those are not the numbers that Sinclair will be showing national advertisers, MVPDs, vendors and others with which it does business.

“In the real world, Sinclair will have a lot of control over Chicago and some control over Dallas and Houston, and its effective national reach will be 66.3%. (For the record, its reach with the UHF discount will be 41.1%, two points over the cap, but that will not matter because regulators will not be counting the three markets.)”

On May 8, I showed you how the FCC had just published a letter from FCC Chairman Ajit Pai’s response to Sen. Dick Durbin (D-IL) regarding the proposed Sinclair-Tribune merger. Sen. Durbin and others have been especially concerned about Tribune’s WGN-TV9 in Chicago.

“21st Century Fox today announced a definitive agreement with Sinclair Broadcast Group and Tribune Media Company to acquire seven television stations for approximately $910 million. The transaction will grow Fox Television Stations’ (FTS) coverage to nearly half of all U.S. households, and its market presence to 19 of the top 20 DMAs, including the addition of key markets that align with Fox’s sports rights,” it said.

Six of those seven are Fox affiliates, so not much would’ve changed for viewers in those cities.

Yet, the Miami/Fort Lauderdale station is a CW affiliate. What would become of it, and also Sunbeam-owned Fox affiliate powerhouse WSVN? We may never know since the merger looks dead.

The CEO of Fox Television Stations, Jack Abernethy, said,

“This transaction illustrates Fox’s commitment to local broadcasting and we are pleased to add these stations to our existing portfolio. With this acquisition, we will now compete in 19 of the top 20 markets and have a significantly larger presence in the west, which will enhance our already strong platform. This expansion will further enrich our valuable alignments with the NFL, including our new Thursday Night Football rights, MLB and college sports assets. We are also happy to add many talented Tribune employees to our group, some of whom we know well.”

That’s because Fox actually used to own the Cleveland, Salt Lake City and Denver stations but sold them to a company called Local TV which sold itself to Tribune. So much for Fox actually caring about those communities when it owned those stations, sold them, and now wants them back. I hope the people of Cleveland, Salt Lake City and Denver will challenge Fox’s proposed buy with the FCC.

Also, Fox entered into new network affiliation agreements with Sinclair and the stations it doesn’t own but still operates.

Of course, where would Fox find that approximately $910 million to buy the stations? By selling off most of its assets like its movie and TV studio, cable networks FX and National Geographic, and regional sports networks to Disney – keeping just its network, TV stations, Fox News Channel, Fox Business Network and FS1/FS2 cable sports channels.

Remember, a much leaner “New Fox” network plans to concentrate more on live events, specifically NFL football.

But it may not matter due to this point from the Fox news release:

“Completion of the stations acquisition by 21st Century Fox is anticipated for the second half of this calendar year, subject to the satisfaction of customary closing conditions, including regulatory approvals, and is expected to be coordinated with the closing of Sinclair’s proposed acquisition of Tribune.”

And that’s not so likely anymore.

Since the merger announcement, there have been many holdups. Most notably is opposition from people who hate Sinclair’s conservative leanings, must-run commentaries on its local stations and its history of forced network preemptions. There are also those who think Sinclair was already too big of a company and adding Tribune to it would make it much larger.

WSFL was supposed to be spun off and not take part in any Sinclair-Tribune merger, since Fox was concentrating on cities in the NFL’s NFC conference. The Miami Dolphins are in the AFC, and WSFL is a CW affiliate without a news department.

I suggested Fox look at CBS, making money while owning CW affiliates (it owns half of the CW) and also independent stations, while letting outside companies with either stronger reach or good news departments have the CBS affiliations.

I predicted WSFL losing its CW affiliation since CBS owns two stations in the market. There’s the CBS station WFOR-4, and WBFS-33 which became a MyNetworkTV affiliate to please CW partner Tribune, since CBS got the CW in so many other cities back when the WB and UPN combined.

If Fox ever gets WSFL, it would make perfect sense for CBS to move the CW affiliation to WBFS. WSFL would be a MyNetworkTV affiliate which is perfectly fine, since Fox owns MyNetworkTV.

Fox would have a place to air any network programming WSVN preempts, its Fox News would have access to WSVN’s powerful news coverage like it does from any other affiliate, it could say it owns a station in Miami/Fort Lauderdale to give advertisers more scale, and it could program and promote WSFL and its MyNetworkTV shows any way it wants.

That’s how I saw the perfect solution.

Of course, nobody is perfect and Fox doesn’t always make the right decisions.

It could start news at WSFL. That would give viewers another choice for news but be a kick in the face to WSVN and confuse the viewers, since the market is already splintered with popular stations in two languages.

Instead, it looks like there will be no Sinclair-Tribune merger. The FCC’s administrative judge could take a year to make a decision, and these companies – not to mention their employees – have ants in their pants.

Part of Sinclair’s statement last Monday, July 16, said,

“During these discussions and in our filings with the FCC, we have been completely transparent about every aspect of the proposed transaction. We have fully identified who the buyers are and the terms under which stations would be sold to such buyer, including any ongoing relationship we would have with any such stations after the sales. … At no time have we withheld information or misled the FCC in any manner whatsoever with respect to the relationships or the structure of those relationships proposed as part of the Tribune acquisition. Any suggestion to the contrary is unfounded and without factual basis. … As a result and in light of the ongoing and constructive dialogue we had with the FCC during the past year, we were *shocked* (my asterisks) that concerns are now being raised.”

And with Cox coming in and putting its stations up for sale, the dynamics may have completely changed.

I’m going to call it a night and return tomorrow with all the details of what went wrong (or right, if you saw things my way).

Each of the articles above came with details and pictures, and some with videos.

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